Draft Formats of Resolutions, Advertisement (Inc-26), And Notices For Shifting of Registered Office From One State To Another

This article contains draft formats of various resolutions, notices and advertisement, required for shifting of Registered Office From one state to another, which includes Board Resolution, Notice of EGM, Special Resolution, Minutes of EGM, Notice to creditors / Debenture holders, Newspaper Advertisement in Form No. INC-26.

 1. DRAFT FORMAT OF BOARD RESOLUTION

Type of Meeting – Board Meeting

Type of Resolution – Board Resolution

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE MEETING OF BOARD OF DIRECTOR OF M/S __________________ PRIVATE LIMITED, HELD ON _________, ___ DAY OF ______20___, AT REGISTERED OFFICE OF THE COMPANY SITUATED AT __________________________

RESOLVED THAT, pursuant to Section 12 of Companies Act 2013 and Rules made there under, Registered Office of the Company, consent of Board be and is hereby accorded for shifting of Registered Office from _________________ Delhi to ____________________________ Haryana, subject to approval of members in general Meeting.

RESOLVED FURTHER THAT, pursuant to Section 13 of Companies Act 2013 and Rules made there under, Clause II of Memorandum of Association of the Company, be and is hereby altered subject to approval of members in General Meeting.

RESOLVED FURTHER THAT, Mr. _______________, Director of the Company, be and is hereby authorize to file such Forms with Registrar of Companies and authorize to do such act, deeds, and things as are necessary to give effect to above Resolution.

RESOLVED FURTHER THAT, ______________, Company Secretary in Practice, having Membership No. ___________ and Certificate of Practice No. _________, be and is hereby authorize to make an application to Central Government (RD) and to make Advertisement in INC-26 and to send notice to Registrar of Companies and/or any other regulatory authority if any, to creditors of the Company and such acts, deeds, things as may be necessary to give effect to this Resolution.

Certified True Copy

For __________________ Private Limited

_____________  ____________

(Director)  (Director)

DIN: __________DIN: _____________

2. DRAFT FORMAT OF NOTICE TO MEMBERS

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the Extra Ordinary General Meeting of M/s. ______________ Private Limited will be held on ________, ___ day of ___ 20___, at 10:00 A.M. at the Registered Office of the Company at ____________________ to consider the following Business:

Special Business:

1. Change in Registered office of the Company

To consider and if thought Fit, to pass, with or without Modification, following Resolution as Special Resolution:

RESOLVED THAT, pursuant to Section 12 and 13 of Companies Act 2013 and Rules made there under and subject to approval of Central Government, consent of Company, be and is hereby accorded for shifting of Registered Office of the Company from its Present Location __________ Delhi to __________________________ Haryana.

2. Alteration of Memorandum of Association of the Company

To consider and if thought Fit, to pass, with or without Modification, following Resolution as Special Resolution:

RESOLVED THAT, pursuant to Section 13 of Companies Act 2013 and Rules made there under, Registered Office Clause of Memorandum of Association of the Company, be and is hereby altered by substituting the word “the State of Haryana” for the word “the State of Delhi”

3. To AUTHORIZE ________________ TO FILE APPLICATION TO RD

To consider and if thought Fit, to pass, with or without Modification, following Resolution as Special Resolution:

RESOLVED FURTHER THAT, _____________, Company Secretary in Practice, having Membership No. ___________ and Certificate of Practice No. ________, be and is hereby authorize to make an application to Central Government and to make Advertisement in newspaper in Form No. INC-26 and to send notice to Registrar of Companies and to creditors of the Company and to do such acts, deeds, things as may be necessary to give effect to this Resolution.

By the order of Board

______________ Place: ________

(Direrctor) Date: dd/mm/yyyy

(DIN: _________)

Provide NOTES and EXPLANATORY STATEMENT pursuant to Section 102 of Companies Act 2013.

3. DRAFT FORMAT OF SPECIAL RESOLUTION

Type of Meeting – Extra Ordinary General Meeting

Type of Resolution – Special Resolution

CERTIFIED TRUE COPY OF RESOLUTION PASSED AT THE EXTRA-ORDINARY GENERAL MEETING OF MEMBER OF M/s ____________________ PRIVATE LIMITED, HELD ON MONDAY, ___ DAY OF ______ 20__, AT REGISTERED OFFICE OF THE COMPANY SITUATED AT ______________

RESOLVED THAT, pursuant to Section 12 of Companies Act 2013 and Rules made there under and subject to approval of Central Government, consent of Company be and is hereby accorded for shifting of Registered Office of the Company from its Present Location ________________________ Delhi to ___________________________ Haryana.

RESOLVED FURTHER THAT, pursuant to Section 13 of Companies Act 2013 and Rules made there under, Registered Office Clause of Memorandum of Association of the Company be and is hereby altered by substituting the Word “the State of Haryana for the word “the State of Delhi”.

RESOLVED FURTHER THAT, Mr. _____________, Director of the Company, be and is hereby authorize to file such Forms with Registrar of Companies and authorize to do such act, deeds, and things as are necessary to give effect to this Resolution.

RESOLVED FURTHER THAT, ___________, Company Secretary in Practice, having Membership No. ________ and Certificate of Practice No. _________, be and is hereby authorize to make an application to Central Government and to make Advertisement in INC-26 and to send notice to Registrar of Companies and to creditors of the Company and such acts, deeds, things as may be necessary to give effect to this Resolution.

Certified True Copy

For __________________ Private Limited

_____________ ____________

(Director) (Director)

DIN: __________ DIN: _____________

4. DRAFT FORMAT OF MINUTES OF EXTRA ORDINARY GENERAL MEETING

EXTRACT OF THE MINUTES OF THE EXTRA ORDINARY GENERAL MEETING  OF M/s. __________ PRIVATE LIMITED HELD AT THE REGISTERED OFFICE OF THE COMPANY AT ________________ ON _____ , ____ day of ____ 20___, at 10:00 A.M.

Present:

___________________                                           Director

_____________________                                           Director

MEMBERS PRESENT IN PERSON/AUTHORIZED REPRESENTATIVE

_____________ as Authorized Representative on company 1 behalf

_____________ as Authorized Representative on company 2 behalf

1. CHAIRMAN

Mr. _________ was elected as chairman of the meeting and he occupied the chair accordingly.

2. QUORUM

The requisite quorum was present at the meeting and Chairman called the meeting to order.

3. AGENDA

The chairman proceeded with the business to be transacted at the meeting. He explained the objective and implications of each item of business under each resolution.

  • SPECIAL BUSINESS:

Item No. 1

Shifting of registered office from one state to another.

Chairman informed the members that your Directors are intend to shift the Registered Office of the Company from present location ____________ to ______________. Since majority of Directors are based in Such State, and it become more difficult for them to manage the affairs of the Company efficiently Further company is facing difficulties in dealing with Bank and managing its operation from its present registered office. Thus, your Director recommend to approve the Shifting of Registered Office by way of Special Resolution. So this resolution is proposed for shifting of Registered Office.

Mr. _____________ proposed the following as special resolution which was seconded by Mr. ________________.

RESOLUTION 1 – AS SPECIAL RESOLUTION

RESOLVED THAT, pursuant to Section 12 of Companies Act 2013 and Rules made there under and subject to approval of Central Government, consent of Company be and is hereby accorded for shifting of Registered Office of the Company from its Present Location _____________________Delhi to ___________________________ Haryana.

Item No. 2

Alteration of Memorandum of Association

Chairman informed the members that “Situation Clause II” of Memorandum of Association (MOA) of the Company is required to alter in order to give effect to Resolution 1. Thus your Director recommend to approve the alteration of Situation Clause II of MOA by substituting the Word “_____ (proposed State Name)” for the word “____ (existing State Name)” by way of Special Resolution.

Mr. _____________ proposed the following as special resolution which was seconded by Mr. ________________.

RESOLUTION 2 – AS SPECIAL RESOLUTION

RESOLVED FURTHER THAT, pursuant to Section 13 of Companies Act 2013 and Rules made there under, Registered Office Clause of Memorandum of Association of the Company, be and is hereby altered by substituting the Word “____ (Proposed State Name)” for the word “____ (existing State Name)”.

Item No. 3

To Authorize a Professional to file an application to Central Government

Mr. _____________ proposed the following as special resolution which was seconded by Mr. ________________.

RESOLUTION 3 –  AS SPECIAL RESOLUTION

RESOLVED FURTHER THAT, ___________, Company Secretary in Practice, having Membership No. ________  and Certificate of Practice No. _________, be and is hereby authorize to make an application to Central Government and to make Advertisement in INC-26 and to send notice to Registrar of Companies and to creditors of the Company and such acts, deeds, things as may be necessary to give effect to this Resolution.

RESOLVED FURTHER THAT, Mr. _____________, Director of the Company, be and is hereby authorize to file such Forms with Registrar of Companies and authorize to do such act, deeds, and things as are necessary to give effect to this Resolution.

4. Vote of Thanks

There being no other business to transact, the meeting concluded at 11:05 a.m. with a vote of thanks to the Chair.

Place: ___________

Date: dd/mm/yyyy                                   Chairperson Sign

5. DRAFT FORMAT OF NOTICE TO CREDITORS

NOTICE TO CREDITORS

To,

Creditor’s Address,

Sub: Notice under Rule 5(b) of the Companies (Incorporation) Second Amendment Rules, 2017 w.r.t. Shifting the Registered Office of the Company from the ‘National Capital Territory of “Delhi’ to the state of ‘Haryana’.

Dear Sir,

The company proposes to make a petition before the Regional Director, Northern Region Bench, Delhi, under section 13 of Companies Act, 2013, seeking confirmation of the alteration in the Memorandum of Association of the company in terms of the Special Resolution passed by the company at its Extra Ordinary General Meeting held on ____ Day of ____, 20__, a copy of which is enclosed, to enable the Company to amend the situation Clauses II of the Memorandum of Association to change the place of Registered office of the company from the NCT of Delhi to the State of Haryana.

If you desire to oppose the confirmation of the proposed alteration, please deliver or cause to be delivered or send by registered post your objections supported by an affidavit, original to the Regional Director, Northern Region Bench, Delhi and a copy thereof to the company’s registered office mentioned above, within 21 days from the date of receipt of this notice failing which, please note that you will be deemed to have consented to the alteration and the matter will be disposed of ex-parte accordingly.

Yours Faithfully,

For M/S __________________ PRIVATE LIMITED

________________

(Director)

DIN: ____________

6. DRAFT FORMAT OF NEWSPAPER ADVERTISEMENT

FORM NO. INC-26

[Pursuant to Rule 30 of Companies (Incorporation) Rules 2014]

Advertisement to be published in Newspaper for the change in Registered Office of the Company from one state to another

Before the Central Government

Northern Region Bench, Delhi

In the matter of sub-section 4 of section 13 of the

Companies Act 2013 and clause (a) of sub-section (5)

of Rule 30 of the Companies (Incorporation) Rules 2014

AND

In the matter of M/S ____________________ PRIVATE LIMITED having its Registered Office at _____________________________________

Notice is hereby given to General Public that the company proposes to make the application to the Central Government under section 13 of the Companies Act 2013, seeking confirmation of alteration of Memorandum of Companies of the company in term of special resolution passed at Extra ordinary General Meeting held on THURSDAY, ____ DAY OF ______ 20___ to enable the company to change its Registered Office from “State of Delhi” to “State of Haryana”.

Any person whose interest is likely to be affected by the proposed change, may deliver either on MCA portal (www.mca.gov.in) by filling investor complaint form or cause to be deliver or send by registered post of his/her objections supported by an affidavit stating the nature of his/her interest and ground of opposition to the Regional Director at the Address B-2 WING, 2nd FLOOR, PARYAVARAN BHAWAN, CGO COMPLEX, NEW DELHI – 110003, within 14 Days of date of publication of this notice with a copy to the applicant company at its registered office at the address mentioned below:

ADDRESS OF REGISTERED OFFICE: _____________________ (Present Address)

For and on behalf of applicant

_________________

(DIRECTOR)

DIN: ____________

7. DRAFT FORMATS OF AFFIDAVIT

For Draft Formats of various Affidavits required for shifting of Registered Office from one State to another  Click Here 

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One Comment

  1. Padmanabh says:

    in the draft resolutions, phrase ‘ be and is hereby authorize’ is mentioned;
    please consider if the phrase could be corrected to read ‘be and is hereby authorised’.
    Thanks.

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